false
2022-11-09
0001108630
Live Current Media Inc.
0001108630
2022-11-09
2022-11-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 9, 2022
LIVE CURRENT MEDIA INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-29929
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88-0346310
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| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
200 - 10801 Thornmint Rd.
San Diego, California, United States
92127
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (604) 648-0500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On November 9, 2022, Live Current Media Inc. (the "Company") issued 1,006,036 shares of its common stock (the "Company Shares") having an agreed upon value of $250,000 to PowerSpike, Inc. ("PowerSpike") for the acquisition of assets of PowerSpike, including all code to PowerSpike's influencer management software and all social media sites supporting the product (the "PowerSpike Assets").
The Company Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(a)(2) of the Securities Act. The offer and sale of the Company Shares has not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act, and in each case in compliance with applicable state securities laws.
ITEM 7.01 REGULATION FD DISCLOSURE
On November 10, 2022, the Company issued a press release announcing the purchase of the PowerSpike Assets.
A copy of the press release is furnished as Exhibit 99.1 hereto and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are provided with this Current Report:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LIVE CURRENT MEDIA INC. |
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| Date: November 17, 2022 |
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By: |
/s/ Steve Smith |
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Steve Smith |
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Chief Financial Officer |